Flutterrants
by Bookman230
Summary: *Spoilers for Putting Your Hoof Down*   Fluttershy only got a chance to dismantle Pinkie and Rarity. What if Twilight, Dash, and AJ were there too?
1. The Reason You Suck

AN:I was inspired. Probably not that good, and Fluttershy might be too extreme, but I had to get this bunny out. Please, leave some constructive criticism! MAJOR EDITS.

Rarity and Pinkie ran off, crying. Fluttershy honestly didn't know why. She had only been telling the truth. They just wanted the old Fluttershy back. The one they could walk all over and laugh at. The one Pinkie would pat on the head, calling herself her aunt when Fluttershy's **A YEAR OLDER THAN HER**. Who was Pinkie to think she could do that, as if old Fluttershy was just a shy little filly and Pinkie was the big wise older sister to rescue her. Some big sister she would be anyway. Apparently, Gilda making her cry wasn't enough for Pinkie to stand up for her. She just threw one of her pointless, stupid parties for the Griffon. She had hoped that Pinkie _was _the one pranking Gilda, that someone else actually felt furious about what Gilda did. But nope, it was just Dash and a bunch of coincidence. They were probably thinking, 'Oh, you can't blame Gilda for making Fluttershy cry! That pony cries at the tip of a hat!' and then they'd laugh. Oh she could imagine the laughs at her expense. She had heard them enough times in her life that she could imitate them perfectly. __

And on Rarity, that pony- Her bout of anger was interrupted by the sound of wings flapping from above. _Dash... I was just thinking about you!_

"What the _hay_ was that!" Dash yelled with righteous fury. "When I heard that you had finally stood up for yourself, I was happy for you! I thought you had finally ponied up. But while I was napping on the cloud over there, this yelling woke me up. And who was yelling? You! At our friends! I mean for Celestia's sake, Fluttershy, they're our _friends_! You can't do that to them! It goes against your Element!"

Fluttershy could finally take no more. Her fur bristled. Being criticized by this pony, of all ponies, for going against her Element? Maybe old Fluttershy would've buckled and apologized, weeping at Dash's feet. But new Fluttershy wouldn't take any more of this! _When a pony gives you flack, make sure that they pack!_ "Really? Really! You are criticizing me for going against my element? You! The so-called 'Element of Loyalty'?" She let out a big laugh. "That's a good one, Dash! Best prank yet! Cause there is no _way_ you can be serious, with your track record!"

"What?" Dash said indignantly.

"Oh, how do I count the ways! Remember when we went up against that dragon, the dragon you almost got to kill us by the way? What was that delightful nickname you gave me? Dead Weight, right? I have ears, you know! Or how about the Gala tickets, where you were oh so eager to have the tickets all to yourself? The pets, where you put their lives in danger for your pride? Mare Do Well, where we had to dress up in order to keep you from showboating so hard that you forget to actually save someone. And here is the coup de grace, Dash! Gilda." Dash, who's face before was a dumbstruck rage, stiffened. Fluttershy restrained from grinning. She also felt a pang of regret at how far she'd had gone and fear at what would happen if she continued. But the pang disappeared when she remembered the day she got her Cutie Mark. She had _thought_ Dash was in that race to defend her honor, because she _cared_ about her. But par the course for Old Fluttershy, she was too naive to see the truth. Dash was just looking for an excuse to show up the bullies. She didn't care about Fluttershy, and Dash proved it when she didn't even notice her falling to her possible death. If it wasn't for those butterflies, she'd be dead because of her! But she'd let it go, because old Fluttershy was too meek and forgiving and cowardly to let her true feelings out. Well, new Fluttershy was going to enjoy twisting this knife in.

"Didn't even try to mend bridges, did ya? Just fine dumping her for all your new, cool friends, huh? With her personality, and being a Griffin and all, you were probably her only friend. She probably didn't want to lose you to these six new _pony_ friends who popped out of nowhere. 'Course, it happened anyway. Makes you wonder why we were so surprised at the maze. Heck, on the day you got your Cutie Mark, you didn't even notice me falling to my death, Dash, because you were too focused on _you_!" Fluttershy relished the intense guilt in Rainbow's eyes. "Element of Loyalty, my flank Dash! You're just a selfish pony in for herself going after something you're never gonna have! I mean, you performed a Rainboom twice and you're _still_ not in the Wonderbolts! Get over it, Rainbow _Crash!_" Fluttershy smirked triumphantly. That would teach her.

Dash was obviously holding tears, but her eyes were shooting death glares. She searched for words, but faltered. Finally, she said this. "You know what, Fluttershy? We're done." And with that, she flew away in a blur.

"Guess you can dish it out but you just can't take it, huh, Dash?" she yelled. She heard hooves clopping up. _Oh come onnnn. It's Little Miss Lecture._

"Fluttershy, what's going on? Pinkie and Rarity just ran past me crying, and Dash obviously isn't okay with the way she flew off!"

Fluttershy huffed. "They're just _jealous_ of the new me. That they won't have old Fluttershy to kick around anymore!"

Twilight looked surprised. "You thought we kicked you around? That we mistreated you? Is that what this is about? I see, you must be letting out all those pent up feelings. It's good to let them out, but you gotta do it respectfully. Let me get Rarity, Pinkie, AJ, and Dash, we can all apologize to you and vice versa, talk it out, and our friendship will be stronger than before!" Twilight clapped her hooves together.

Fluttershy rolled her eyes. _Oh goody, another lecture on the power of friendship._ Other ponies always thought they knew what was best for her. Old Fluttershy would've meekly agreed. Old Fluttershy would've allowed Twilight's condenscion to continue. Old Fluttershy let her get away with the pitying glances, with assuming what was best for her! Like on Nightmare Night when she forced Fluttershy to help Luna despite the fact she was scared for her life because Fluttershy's just the scaredy baby they all need to take care of and push beyond her boundaries. Or with Philomena, when she had kept that superior tone the whole day! Hay, even on that first day they met she thought Fluttershy was just a waste of time! To look down on her when she was wasting her life on 'the study of friendship'! No more! **NEVER AGAIN!** _After all, when someone gives a lecture, go use your dentures! _"I guess you'd be right, Twilight, considering that it's your life goal to study friendship."

Twilight raised an eyebrow. "What does _that_ mean?

Fluttershy took a moment to enjoy the calm before the storm. "I've got a few questions, Twilight. You were in Equestria's most prestigious magic school as the Princess' own student, right?"

"Yeah?" That stupid eyebrow still raised high and that tone she took when she thought you were asking stupid, crazy questions. _Ugh!_

"And you've got all As, graduated at the top of your class?

"I don't mean to toot my own horn, but of course!" _Of course!_ she imitated in her head.

"You wrote papers and academics wondered what will this student study, what will she reveal to the world?"

"Um, Fluttershy, where is this going?" She gave Fluttershy a quizzical look.

"With all that training, all that brainpower, and you're here studying friendship? Newsflash, Twi! Most ponies learn all they need to learn about it in kindergarten! But not you, huh? Didn't have any friends? Bullied? I mean there has to be a reason why you went loony just at the thought of going back to magic kindergarten!" She chuckled.

Twilight was hurt, stunned, off-balance. She even staggered a little! "Fluttershy, stop-"

"No! I'm not finished!" Twilight didn't get to decide when she was being too kind or too scared or too mean!**NO MORE!** "Don't you wonder why you're here and not in Canterlot anymore, discovering things about magic beside Celestia's side? Huh? Well, I'll tell ya! She doesn't need you anymore! Didn't even fight to keep you. She's a smart cookie! All she ever wanted was for you to bring back her _real_ sister, and when you did, she didn't need you to fill the void anymore! You served your purpose. She cast you off like a wet tissue!"

Twilight teared up, her voice cracking, body trembling. "No, that's not true! Celestia loves me!"

_ And in for the kill, then comes the thrill!_ "Use that big brain of yours Twilight. You know it's true."

"I... I... Oh!" Tears streaming from her face, she teleported away. Fluttershy smiled. That would make sure nopony would tell her what to do again! She could hear the huffing of the dragon pet,sorry, _assistant_ huffing to catch up.

"Twi! Wait!" he said, taking deep breaths. "Soon as she saw Rarity and Pinkie crying, she rushed over here! What's happening to everypony?" Fluttershy ignored him haughtily, examining her hooves, watching the sky. "Um, 'Shy? Are you listening?"

Spike. The annoying little dragon brat who put out stupid jokes by the second. Yet another being who had made a joke out of her. Laughing at her when the Poison Joke had changed her voice, giving her yet another degrading nickname, 'Flutterguy'. To make fun of her, when his life was infinitely more pathetic! **WHAT COMES AROUND GOES AROUND!** _First you act like they're not there, then you kick them in the derriere!_

"Spike!" she shouted with mock surprise. "How long have you been here?"

Spike gave her a deadpan expression. "For about 30 seconds now."

"Oh, sorry, It's just hard to notice someone as minsicule and pathetic as you."

Spike looked worried. "Uh oh. You're acting mean again! Discord must've gotten out!"

Fluttershy cruelly laughed. "Nope, Spike! I'm not grey, as you can see all the way down there. This is the new Fluttershy, and new Fluttershy decides she doesn't want to bother with wastes of time like you!"

Spike's eyes widened with hurt. "Fluttershy, why-"

"Why are you so pathetic? Well, for one, you think Twilight actually cares about you, about her 'number one assistant'. But face it, Spike, you're just a glorified _pet!_" she spat. "Nopony likes you! You're just there to pick up the books and send out the letters. If you ever stopped, I'm sure Twilight could trade you in for a better model."

"That- that's a lie!" But there was doubt in his eyes.

"Is it? I mean, why would anypony like you? You're immature, stupid, and abrasive. And while we save Equestria and/or Ponyville, you do absolutely nothing, besides wasting your time going after somepony way out of your league. Rarity will never love you, and you know why? Because you're not an Element. You're not even a real dragon! You're useless! Not even your own race likes you, judging by how they kick you out of their caves in seconds! You're not a pony, and you're not a dragon. What does that make you? I'll answer! A freak. A misfit. _Nothing_," she growled in his face. "Now get out of my sight."

Spike was letting the tears and snot flow freely. He was not as graceful a crier as the others. Made it that much sweeter. He ran off, barely avoiding tripping over his own feet. New Fluttershy was on a _roll_!

Sarcastic clapping hit her ears as AJ trotted up to her.

"Ya happy?"

"Save it, AJ! I don't need your pity anymore! I don't need you carrying my dead weight!"

AJ shook her head. "It was never pity, sugarcube. I was just helping a friend. I do the same for the rest of 'em."

Fluttershy snarled. Lies! Applejack had to be lying! Nopony could put up with pathetic Old Fluttershy without pity, without that satisfaction of helping a social outcast. Applejack was holding her back those days! Kept her from learning to be strong on her own! **SHE WASN'T DEAD WEIGHT!** _Remember, if they show you pity, then you make them less giddy!_

"Like I can trust anything you say! Some Element of Honesty you are! Remember when we had to find you, AJ? You didn't even tell us where you were! We could've spent _weeks _wondering if you were even okay! So don't bother telling me that this isn't me, because you're one to talk!"

Fluttershy expected anger or sadness, wanted those, but instead Applejack's face was one of calm acceptance. "I agree, what I did was pretty darn awful. No arguments. But I've come to peace with it. And I know this is you, sugarcube. We all saw it thanks to Discord, and that kind of cruelty don't come out of nowhere."

Finally, a pony who _gets_ it! "I'm assertive now! No more being a doormat, no more being a worthless piece of space! That was the old Fluttershy!"

Applejack shrugged. "That's just your opinion. Me, I rather liked Old Fluttershy. Didn't seem that worthless to me. She helped stop Nightmare Moon _and_ Discord. She saved me from a giant dragon all by herself because her friends were in danger." _Bah! One or two moments of bravery doesn't make up for the lifetime of fear!_ But AJ had more to say.

"She kept doing something she hated just to please a friend." Exactly. Old Fluttershy didn't think for herself, always did what others told her! Making others happy wasn't worth it. What had Rarity done for her anyway? Besides the spa sessions, the free dresses, how whenever old Fluttershy felt lonely or hid herself from the world, calling herself pathetic, she'd come in with flowers or chocolates or beautiful new fashion and a smile and would talk to her. Nothing specifically, just talking... _No! You're letting Applejack get to you! You were just her pet project, to show off how she could make anypony beautiful and sociable!_

But Fluttershy could see Applejack's mouth twitch for a second, knowing she was having an effect. "She even took in the Princess' sick pet not for ransom, but to make that pet feel right as sunshine again! Why, if I went over all the great things Old Fluttershy did, well, we'd be here for weeks. She was a pony you could be proud of having as a friend." Kinda true. Most ponies wouldn't go against the Princess just to help a sick pet. That's a bit assertive..._Just another sign of how she let animals walk all over her! Philomena made her think she was dead! For a joke! _**SHE WOULD NEVER BE A JOKE AGAIN!**

Applejack still wouldn't let up. "New Fluttershy, though? Not so sure about that. She makes her friends cry and takes pleasure in their pain. Is that who you really are, sugarcube? Is that who you want to be? Cause if you're happy like this, then I'll get up and leave right now, you're a lost cause. But look at yourself, Fluttershy. Look in that there puddle for one second," she finished, pointing at the nearby puddle. Fluttershy looked, and saw a monster. A monster who roared and tortured and laughed at others pain. But a monster who would never be pushed around again, who wouldn't be laughed at or taken for granted. "Are you proud of New Fluttershy, sugarcube?" Was she? A doormat or a monster? Which was better? Which one was the real her? Wh_ich_?

Fluttershy took off into her home without another word.


	2. Debate Between Me, Myself, and I

Fluttershy ran faster than she ever had before. She shut the door behind her, locking it before crumbling against it. She had to get out of there, she needed to _think._ What had she done? What had she _said_? Suddenly, overwhelming waves of regret and nausea washed over her as her mind replayed what she had said over and over and _over_ again. What had she _**done?**_ She couldn't stop herself from puking in self-disgust. But even that didn't alleviate her self-hatred. Struggling to get back up on her feet, she desperately looked for something to support her, but instead she again collapsed, her face smashing against the floor. Slowly losing consciousness, her house faded away from her vision.

* * *

><p>When she opened her eyes, her humble abode was replaced by darkness. There was nothing. Nothing until she heard slow trotting echo all around her and <em>she<em> slowly formed into view. Technically identical physically in almost every way to Fluttershy, with a closer inspection, her grey color was far from the biggest distinction from Fluttershy. There was the grin, constantly on her face, reveling in others pain. But not even that was the biggest contrast. Nor was it her body language, the way she carried herself above all others, ready to strike out physically or verbally at any second. Nay, it was the _eyes_. Eyes that held not a single amount of sympathy or decency, but instead a void of hate and cruelty. Not just mere cruelty, but a cruelty that knew happiness, but only knew it through others pain, pain like she was witnessing from the pony she hated above all others, and that was saying quite a bit. Her eyes held the utter delight of Pinkie Pie eating a cake, that wholesale happiness only further emphasizing the pit of evil beside it. It was like seeing fireworks above a graveyard, or a single, tiny flower growing in a completely barren, desolate world destroyed by it's own children. The happy sight only served to brighten the injustice of the world, and the same effect was personified in this. After reveling in Fluttershy's horror, she finally spoke.

"What have I done! What have I _done!_ Oh Woe! Is! _Meeeeeee!_" she cried in mock anguish, holding her hooves to her head. She smirked. "Don't you remember? You told the _truth._ For once, you told all those 'friends' of yours how you really felt and, let's face it, you felt more alive than ever before."

That voice... She had pushed that voice down all her life, ever since the accident. She swore that side of her would never rise again, and it didn't, until Discord came along.

"Ah, Discord. Now he was a true master of the game. Only one he couldn't break naturally was you, with that lifetime repression of yours. You can't blame him. You can't break what's already been broken." She let out her cruel laugh, a laugh that instantly made Fluttershy shiver. "I should really thank him. Without him finally letting me loose again, this wouldn't be possible. Once I have control, I ought to break that statue of his. Just have to break the Elements' connection, right? Wouldn't be too hard. I could play them like a fiddle."

Fluttershy felt a fire inside her at these words. She stood up, glaring at the dark her. "Don't you **dare** hurt my friends!" she yelled with strength she rarely had. Fluttercruel was unaffected.

"Sorry, that's _your_ job isn't it? Simply smashing display there! And by smashing, I mean the smashing of all _6_ of your friends' hearts! That deserves an instant replay, don't you think?" Fluttercruel flicked her tail and an image formed before them.

First she saw Pinkie and Rarity, how she had denounced their entire lives' purpose as meaningless. She saw Pinkie's hurt look as she pushed her to the ground with a flick of her hoof, calling her simple. She saw Rarity's surprise when she called her fanshion career petty, could see her heart breaking as if she couldn't believe that Fluttershy could ever say such things, turning away in a vain attempt to keep her class, to stop the forming tears. Then came the point of no return.

"I can't believe that the two most frivolous ponies in Ponyville are trying to tell new Fluttershy how to live her life when they are throwing their own lives away on pointless pursuits that nopony else gives a flying feather about!" Fluttercruel imitated perfectly, moving in sync with the image. "You always felt that way, didn't ya? Don't deny it, I know you better than you know yourself. You thought, no, _knew_ that it wasn't fair that while you got saddled with all the ungrateful animals, animals who pushed you around, animals who physically removed you from your own home, they got the good lives." She saw pictures of Carasouel Boutique and Sugarcube Corner side by side, of Rarity and Pinkie at work.

"Rarity got to make beautiful pieces of fashion, meeting wonderful, exotic ponies. Pinkie was cruising on life with all her parties, freeloading off the Cakes. None of them knew your pain, did they? When they felt upset after a long day, they had Sweetie Belle or the Cakes to talk to. Not you! After a horrid day of trying to get the animals to eat your awful, plain food and being domestically abused by your pet _rabbit_, well, at the end of the day, who was there to comfort you with a 'good job!'? The very animals that deep down, a very large part of you hates dealing with day in and day out? Is it any wonder that while you sacrificed all your time to help awful beasts and they were only serving their hedonistic desires, that you finally snapped when they tried to tell you how to live?"

'Yeah, that's right! They had no right to do that! This is my life!' a growing part of Fluttershy was feeling. But then she remembered Applejack, telling her of the good sides of Old Fluttershy. Wasn't seeing the good side of Old Fluttershy what got her this far? Maybe she had to see the good sides of her friends too.

"So Rarity and Pinkie tried to tell me what to do? They're not all bad! I remember Pinkie's parties often being the good part of a really bad day, and Rarity's our best friend! Whenever I felt ugly or weak or sad, she'd take me to the spa or make me a dress that made me look pretty darn smoking, if you don't mind my language." She took a moment to blush. "But beyond that, she was always there for me to talk to, and Pinkie was too! She would've gladly cheered me up if she had known! Sure, I felt like they didn't deserve to be living like that while I was slaving away while they didn't fully notice. But part of that's my fault too, for not telling them how I really felt so we could get past it together!"She exclaimed, raising her hoof to the sky.

"And I don't hate my animals! Are they greedy sometimes? Yes. Are they occasionally mean? Yes. And do I wonder at night if any of what I do matters? Yes! But then the sun comes up, and I see how much they _do_appreciate me!" When I save a bird's eggs from falling and cracking, or when I save snakes from a flood, or even when I just feed the hungry, I see the gratitude and _love_ in their eyes." The images shifted as Fluttershy started tearing up, showing her heroic deeds and the embraces of her animals. "And they _are_ there for me. Just because they can't talk, doesn't mean they can't comfort. Once, when this stallion mocked me for my flying, his entire house was flodded with bunnies and carrots, and I knew, even if he'd never admit it, Angel Bunny rounded all of those bunnies and carrots up and did it because he _cares_!" The tears were streaming now as her voice grew stronger. "And those nights, when I wondered if I mattered? They'd always come right up to that bed and lay with me until I felt better, and in those moments, I felt like, well, the most important pony in the world!" she finished, her voice choking on the words.

"How touching," Fluttercruel growled.

"Thank you," Fluttershy replied, oblivious to the sarcasm. After a few seconds of drying her tears and composing herself, Fluttershy faced her evil counterpart with added resoluteness.

"Are you finished?" Fluttershy nodded. "Good. I want you to be at full strength before I tear you down. Makes it so much more satisfying. Next pony then!" she bellowed, and with a flick of her tail Fluttershy saw herself verbally abusing Rainbow Dash, valiantly trying to hold tears. "Element of Loyalty, my flank Dash! You're just a selfish pony in for herself going after something you're never gonna have! I mean, you performed a Rainboom twice and you're still not in the Wonderbolts! Get over it, Rainbow _Crash_!" Fluttercruel was brimming with joy. "_That_ was a good one! You ripped apart every last shred of credibility she had as the Element of Loyalty _and_ of becoming a Wonderbolt. And, really, didn't she deserve it? Ever since you've known her, she's acted so perfect, so awesome, when on the very day she got her Cutie Mark, the thing that _defines_ who you are, she didn't even notice you falling." Fluttershy turned her head away from the view, but could still _feel_that the next picture was her falling, screaming in fear. She still had nightmares some nights. "All she is a bully, and not the good kind. At least I'm honest about it. Her? It's 'Louder!" or 'Egghead!' or 'Reading is for lameos, man' all under the facade of loyalty! Didn't she deserve what she got?"

Fluttershy did find Dash a bit abrasive sometimes. She could be a little nicer and less demeaning. And the hurt she felt that day when Dash didn't save her still stung, and was a wound that might never heal. But she noticed something, something that's been growing ever since Twilight came along. "She's trying, and she's getting better."

"What?" Fluttercruel asked with a quizzical look, a look saying 'are you serious?'.

"It's true!" Fluttershy said with the utmost conviction. "On that day we met Twilight, did a part of me think Dash would go with the Shadowbolts? Yes, a tiny bit of me did," she admitted, hanging her head in shame. "But she didn't. She gave up all the fame and fortune she ever wanted because you know why?" No, Fluttercruel could never know why, she could never understand. Fluttershy waited for an answer, but Fluttercruel offered none. "Because Twilight believed in her. And now the rest of us do too! She's made a lot of missteps, but maybe it's time to stop focusing on the missteps and start focusing on the leaps! Why did she do the Sonic Rainboom the second time? To save Rarity, something that I'm thankful for every day!" The world in front of them shifted, showing these feats, giving Fluttershy added confidence as she continued. "When we thought Celestia was going to banish Twilight for the letter incident, who was first through that door, ready for action? Dash! Even the small things, like waking me up so _we_, not just her, could be the first in line for cider shows how much better she's gotten and how much she cares! She's still growing, and I'm happy to help her grow into the wonderful Wonderbolt I _know_ she's going to be!"

Fluttercruel was evidently frustrated. "Fine!" she scowled. "Since you seem to love Twilight as an example, let's move on to her and her pet, shall we?" They saw Twilight, smiling awkwardly on the day she and Fluttershy first met and Spike mocking her as Flutterguy. "Use-"

"_No,_" Fluttershy said with so much certainty that Fluttercruel was left truly astonished.

"What?"

"No! Before Twilight, I was lonely, too shy to talk to _anypony_! I was alone, until she came along! She was the way I got to truly know the other Elements not as aquitances, but as ponies. As _friends_." A scene of Fluttershy and Twilight maintaining the animals together formed. "She leaped into friendship with an ethuasim that I have never, _ever_ seen before! Twilight fought to keep our friendship going in those early days where I'd rather hide myself away from this strange new pony I barely knew. And it's time I realized that any condescension from her is unintentional. She just wants me to be my best and I _love_ that she has enough faith in me to keep pushing me!" A beat passed as Fluttershy realized she had forgotten Spike. "And Spike may be a little rude, but he is only a_baby_ dragon after all. There's plenty of reasons to like him. He's loyal, energetic, and funny! If it wasn't me, I would've laughed at that 'Flutterguy' nickname too!"

Fluttercruel let out a brief chuckle before catching herself. "**AUGH!** There's no point in showing AJ, is there?"

Fluttershy shook her head. "Nope, it was her who got me to realize I was giving you too much of a hold on me. It was her-"

"**NO! NO MORE SPEECHES! PLEASE!**" she pleaded. "You win! Rarity's drama and Twilight's lecturing has rubbed off on you way more than I thought! I thought I could never hate you more than I did before!" Fluttershy smiled in triumph. Fluttercruel, however, realized she had one more card to pull. "So what happens now? You push me down again? You know how that works out. One way or another, you let me out and all those bad feelings you keep in come out tenfold! **It's an endless battle for you and one of these days you'll finally just give in! I have your entire lifetime to wait you out! How long can you weather these endless debates?**" she screamed in rage as she and the nothingness began to fade.

"I WON'T LET YOU OUT AGAIN! **I WON'T**!" Fluttershy screamed just as loud before a white flash came over her.

* * *

><p>She woke up, as a knocking came upon the door. <em>Who's that<em>, she dazedly thought as she gathered herself. She took a small moment to delight in her thoughts being her own again as she opened the door. Before her stood the large, muscular blue Minotaur who had taught her, Iron Will.

Iron Will snorted. "You were nothing but a doormat, and Iron Will turned you into a lean, mean, assertive machine! Now, pay Iron Will what you owe Iron Will!" Fluttershy felt the familiar indignation, the anger she felt when someone assumed they could push her around. She tried to push it down so she could pay Iron Will his money and suddenly she felt an epiphany.

All her life. All her life, she had let people walk all over her and she had kept her feelings inside, fearful of losing control. But all that had done was feed her inner monster. Being kind did not mean being a doormat, and being mean wasn't being assertive. She felt it, she was on the cusp of being the pony she always wanted to be. Kind, but strong. Respectful, but firm. Not a doormat _or_ a monster. For the first time, she balanced her caring side's respect and her dark side's strength and self-assurance into one. She pulled both dashes of politeness and self-care to fuel a simple two-letter word, a two-letter word that she felt she was saying the right way for the first time in her life.

"No."

* * *

><p>Iron Will had respectfully stood down when she told him she wasn't paying him because she wasn't satisfied rather than being a cheapskate, and Fluttershy felt confident in her first step in becoming a new mare. She heard Rarity and Pinkie cheering and for the first time really registered that they were there. <em>Why?<em> she thought. After the horrible things she said, why were they here? They trotted up to her as she tried to find the words.

"W-why are you two here?" _Stupid!_ she inwardly cursed herself. They winced. They obviously were still hurt from what happened before, and were worried she was still mad at them. She hastily explained. "I mean, I said awful things to you girls! You shouldn't have tried to protect me when I didn't deserve it!"

But Rarity shushed her gently. "What you said was awful, I won't lie. But I won't let one bad fight ruin this wonderful friendship that's mostly been nothing but unbridled happiness."

Pinkie eagerly nodded. "Heck, I've been there sister! Remember my birthday? I thought you all had betrayed me and I went loco in the coco! We all have our lows, Fluttershy! We just gotta bounce higher than we ever did before when we reach them!" she said with a grin, bouncing all the while to illustrate the point. Fluttershy realized that Pinkie did understand. _She's not simple at all._ And she realized she had to let the both of them know, right now, how wrong she was.

"What you two do is _not_ frivolous. Not at all!" She blurted out. They looked at her surprised. _Remember what you felt in your head, Fluttershy._ "Pinkie, what you do is just amazing! Parties are important! I can't count how many times they've brightened up my day! They make everypony who's ever felt alone and sad feel like they're important and noticed for once. And you go even beyond that! You brought Cranky and Matilda together. You made true love happen, Pinkie, and made those two the happiest they've ever been. I wish I could do something _half_ as important as your work!" Pinkie was tearing up, appreciating the kind words. Fluttershy turned to Rarity.

"And Rarity! You know me. I see myself in the worst light. But when I put on one of your dresses, it's one of the only times I feel, well, _beautiful_. And that beauty comes straight from that heart you give each and every one of your pieces. I can't imagine how many other ponies feel the same way. But even beyond the work, you two are always there to cheer me up, and I appreciate that _so_ much. I really, really do." Fluttershy was choking up now just as Pinkie and Rarity let their tears flow. "And I am so sorry I made you guys feel like you weren't important to me, cause you are!"

"Oh, Fluttershy!" they both exclaimed at once. They shared a tight hug, letting the sadness and regret flow out. A few minutes passed before they let go.

"Now that that's done," Rarity sniffed, "we have drastic business to take care of."

"Definitely! Twilight and Spike are arguing and Rainbow's just locked herself away in her house! None of them will let us in! We don't know what's going on!"

Fluttershy eyes widened as she remembered what she said to each of them. _Oh my._ "I, um, said some really nasty things to them. _Really_ nasty." She looked down in disgrace.

Rarity sighed in disappointment, making Fluttershy slink even more in self-disgust. "Oh, Fluttershy. It's just awful what's happening! Twilight and Spike are tearing their bond apart!"

"I'm sorry. This is my problem, so I'll fix it. I'm the only one who can."

With that, she took off, hoping that the situations weren't too far gone.


	3. Mutual Nightmares

_ Okay okay okay, don't panic don't panic! Think, Fluttershy. Where are you going?_ She had really just flown off to avoid Rarity's and Pinkie's disappointed looks. She was an awful, awful pony. How could she hurt her friends like that? How could she- _No! No time for guilt, Fluttershy! You've caused this mess and you're gonna fix it!_ she mentally psyched herself up. She forced herself to focus. _Dash's house is closer and I'm already in the air. So I'll go to her first. See, me! I've already got a plan. I can fix this, just you watch!_ Fluttershy couldn't restrain herself from smiling. Once upon a time, she would've panicked and been too much of a nervous wreck to fix things, but now she had found inner harmony. If she could fix herself, she could fix this thing with Dash, right? Despite her best efforts a little self doubt rose up again just as she arrived at Dash's house.

She landed, trotted up to the door, took a single large breath, and knocked. She considered speaking, but Dash might just lock the door or fly off if she heard the pony who had hurt her so. Instead, she waited for Dash to answer, or at least offer a "Who is it?", but there was not a single sound. A few minutes passed. _Maybe Pinkie and Rarity were wrong. Maybe Dash isn't here._ This left her with three choices. One, barge in anyway and check to make sure. But if Dash wasn't there and she came home to see her house had been entered without permission, or worse, caught Fluttershy in her house without permission, it would strain their friendship even more. Two, she could just give up, try again later. This idea she instantly shot down. She was not going to leave Dash wallowing in... whatever ponies are supposed to wallow in. She had one last idea. She could make it known that Fluttershy was at the door. Hopefully, Dash would make some noise at that, or even better, try flying off, leaving her house. Then Fluttershy could catch up to her, talk it out, and yay, happy ending. It wouldn't be _easy_, catching Equestria's fastest flyer, but Fluttershy could fly pretty fast when she had to. She already caught Dash once when Discord had turned her disloyal. How hard could it be to do it again?

She took another big breath, and mentally readied herself. Finally, she spoke. "Dash?" she asked, extending her voice and neck upward to her bedroom. "We need to talk. Well, I mean, that's kinda obvious, considering what I did, but it's true! I'm really, _really_ sorry! I didn't mean any of it! Please, I want to fix this!" A few moments passed, but Fluttershy heard shuffling inside the house. She prepared herself. Dash was probably going to take off any moment. She hunched her legs and extended her wings upward, eyes moving every direction to survey which areas Dash may fly from. Dash had every right to be angry with her, to never want to see her again, but Fluttershy had to fix this. She had to at least let Dash know she was sorry. If Dash still hated her, well, she wouldn't blame her. Her thoughts were broken by the sound of the door opening. Fluttershy was taken off guard. Of all the possibilities, she hadn't expected Dash to open the door for her. She awkwardly shuffled her way out of her current position and looked at Dash. She had obviously seen better days.

Her posture was hunched, not at all like her usual laid-back, cool way of holding herself. She seemed weighed down by something. Dash's eyes were lacking their usual energy, and her ever-present smirk was gone, the edges of her mouth brought downward. This was _wrong_. Dash should have that passion, that fire always raging inside her. She should be incensed that Fluttershy was here. She should be loading off on her. Instead, she lifted up her right wing and said in a dark tone, "Get in." Dash turned back inside, and Fluttershy slowly followed. Dash sat down on her couch, and Fluttershy did the same. There was an awkward silence. Dash was looking down at the floor, refusing to look her in the eye. Fluttershy didn't know what to say. She could deal with anger, or with hate, but seeing Dash like this made her mind come up with blanks. Dash finally broke the silence.

"Yes you did," Dash said, still facing downward.

"What?" Fluttershy asked, confused.

"You said you didn't mean what you said. But you did. You meant every word. And you-you were _right_," she darkly chuckled. "Right about every last word, 'Shy. Only a week after I became the Element of Loyalty, I tried to hog Gala tickets for myself. I almost got pets killed for my stupid pride. And G!" Dash exclaimed, voice cracking, finally raising her head to Fluttershy. "I don't even know where she _is_, 'Shy! Back in Flight School, she was the only one there for me. It was me and her against the world. She would beat down anypony who'd mess with me. She'd avoid the sappy stuff when I was down and just give me a tough love pep talk. She _got_ me, y'know? And I was there for her too, because, y'know, Griffons aren't the most popular students at Equestrian schools. Most ponies avoided her to hang out with "normal" ponies," she spat, punctuating the sentence with her hooves. "Not me. I thought she was _so_ cool, so new and unique and edgy. Not at all like all the other posers at Flight Camp. She kept it real. I think she always wondered if I'd just drop her once I found cool enough pony friends. After graduation, we hadn't seen each other for a long time and when she visited, what did she find? 5 ponies who had become my best friends in weeks, who I already had deep bonds and adventures with that G could never experience. Maybe she didn't want to lose me. Or maybe she really was just a jealous _bitch_. But I never gave her the chance to show she wasn't," she choked out.

"Dash-" Fluttershy started, wanting to comfort her. She never meant to put her through such turmoil. But Dash interrupted her, brushing aside her attempt.

"No. I'm not done yet." She took some deep breaths to steady herself before continuing. "But even that's not my biggest regret, 'Shy. It's pretty close to the top, but it's not my biggest regret. It happened the day I got my Cutie Mark." Fluttershy's eyes widened. _Does she mean?_ "Some bullies, the same bullies who made my life hell, were bullying this sweet, shy pony. I hated those guys, but that's one part of your rant you got wrong, 'Shy. It wasn't about the vendetta I had with them. Not at first. It was because those bullies got away with everything, and no other freakin' pony at that lameo school did anything. And you got it the worst, 'Shy. Just like me before I got tough. They'd do that stupid schoolyard taunt crap when the only reason you couldn't fly was because those ponies got their kicks off of judging others." Fluttershy remembered that taunt well. _Fluttershy, Fluttershy, Fluttershy can hardly fly..._ "And the worst part is nobody did a thing to stop it. Even ponies who weren't taunting you let it slide, myself included. And then I saw you, getting teased by those dummies and I just thought 'No more!'" Fluttershy was touched. _She really did race to defend my honor..._

"'Course, we both know what happened next. I was so intent on beating these guys, on showing them that they can't just bully whoever they wanted to anymore, that I didn't notice that the very pony I was trying to help was falling to her death... because of _me._ Because I went too fast, and because I didn't notice it. When I heard what happened, I was horrified. I just couldn't stop thinking about what could've happened."

Fluttershy was silent, processing what Dash had said. If that was the case, then-

"Why?"

"What?" Dash was thrown off by the question.

"If you were so regretful, if you were so horrified about what happened, why didn't you tell me? I was affected too! I had nightmares, still have nightmares, about what could've happened! I was alone! Nopony to comfort me, and the pony I thought was so cool and noble didn't even _check_ on me!" Fluttershy let the feelings out, tears starting to flow. Bottling them in resulted in Fluttercruel, and in this moment when Dash was being so open, she had to do the same. These feelings had to be aired out if they wanted to rebuild their friendship. "Why-"

"BECAUSE I WAS ASHAMED!" Dash screamed, pointing at Fluttershy. They both recoiled at how loud she was. Dash calmed herself. "Because I was ashamed," she repeated. "Because I hated myself for that, and I thought you did too, that you never wanted to see me again. That if I came up to you with nothing but an apology, it'd be a slap to the face for you." There was silence, then, "If it's worth anything, 'Shy, I have nightmares about that day too. About an innocent pony dying because I was too self-absorbed to see it. They got worse once we became friends, because now, I know you're the one of the coolest ponies I've ever known, and definitely the kindest, and I keep thinking I could've taken _that_ from the world and would've never gotten to know one of my best friends and I'm _sorry_, Fluttershy, so _sorry_, and-" Dash was breaking down now, her words devolving into sobs, she covered her face in her hooves. And in that moment, seeing Dash just as haunted by that day as she was, Fluttershy knew what to do. She scooted along the couch and up to Dash, and she held her.

"Dash, it's okay." Her voice adopted a motherly tone. "Look at me Dash," she commanded, lifting her head up. "_I forgive you_," she said, with as much sincerity and resolve as she could. And she meant it. She really meant it, and she knew Dash could see it in her eyes. And when Dash's face brightened up, just a little, and her face curved up into a relived smile, Dash looked just like a child who now knew that her parents would always love her, no matter what she did. Few things warmed her heart as much as that face did, and she knew then and there everything was okay, that _they_ were okay.

"T-thank you," Dash choked out before falling back into Fluttershy's chest.

"No, thank you, Dash. You _are_ the loyalest pony ever," she encouraged soothingly. "Your heart was in the right place that day, Dash. You meant to help me, and you just got lost in your world. I do the same thing with my talent. Everything just disappears when I'm with my animals. And why did you do the second Sonic Rainboom, despite all your fear? Because Rarity was in danger. And who was the first through that door when we thought Celestia was going to banish Twilight? You were. Even when Discord corrupted you, you had to choose between being loyal to your friends and being loyal to your home. That was the only way he could get to you, Dash. Nopony can blame you for struggling sometimes. You're not the only one to. Just look at me!" she chuckled. Fluttershy knew she had said enough, and allowed the rest of the moment to pass in silence, happy to hold Dash for as long as she needed.

Finally, Dash seemed okay, bringing her face out. With a final sniffle, she was back to normal.. A beat passed. "Don't tell anyopony I broke down and cried in your chest like a filly. I'm supposed to be against the uncool sappy stuff. Would _totally_ ruin my street cred." Fluttershy couldn't help it. The first thing Dash says after an emotional ordeal like that is worry over her 'street cred'? She tried to push it down, but it bubbled to the surface.

Fluttershy laughed. She laughed hard. Thankfully, Dash didn't take offense, joining right in with the hearty laughter. It wasn't even that funny, but after the tense emotional hurricane just minutes ago, well, it was a sweet release. Finally, it died down, and they just smiled at each other.

"I won't, Dash. This is _ours_." Dash gave her one of her few earnest, true smiles so rarely seen outside their circle of friends instead of the smirk or fake smiles everypony else sees, and in that moment, Fluttershy knew that their friendship would become even stronger today, that they both understood each other better than before. And these moments? For all of the secrets let out and tears shed, seeing Dash's real smile and laughing uncontrollably together at something barely entertaining made up for it in spades, and she wouldn't trade them for anything. Fluttershy smiled to herself. _Dash got to ruin the last moment; now it's my turn!_ "Besides, I wouldn't want to destroy that huge amount of street cred you have. I mean, with that rainbow mane of yours, I bet all the ponies on the streets are intimitated by you," she teased, nudging Dash with her shoulder.

Dash mock gasped. "So Little Miss Kindness has some bite left in her after all, eh? I'll fix that!" Before Fluttershy could ask what that meant, Dash was off in a flash up her stairs, leaving a puzzled Fluttershy behind. Dash came streaking back in only a few seconds(if Fluttershy had to estimate how much seconds, she'd wager ten seconds flat) with two pillows in her forelegs. She threw one down at Fluttershy's feet. She adopted what Fluttershy assumed to be a Neighpanese accent, which apparently to Dash meant talking fast, deepening her voice, and making random noises. "Despite our reconciliation, the fact remains that you have insulted my honor! We must resolve this in the most honorable of ways. A pillow fight! **HOOO HAH HOOOOOOOO**!" she exclaimed, adopting several poses along the way. Fluttershy giggled.

"Have you been reading Twilight's manga collection?" Suddenly, she remembered. Twilight! She still had to fix that! But Dash was so excited, and Fluttershy was having so much fun. Twilight could wait a little longer, couldn't she?

Oblivious to what Fluttershy was thinking, Dash blushed and answered, "Maybe. They're really good! But you have not answered my challenge! What say you?"?

Looking into Dash's eager, childish eyes, Fluttershy decided Twilight wouldn't mind. She spun herself to stand on her back legs, grabbing the pillow along the way(which made her really dizzy, but points for style, right?) and facing Dash with a determined look plastered on her face. "I accept. Prepare for your imminent defeat. Hoo hah hoooooo," she pitifully yelled.

Dash smirked. "You're gonna challenge me like that?

Fluttershy merely replied, "Speak softly and carry a big pillow."

"Ah, your wisdom makes up for your quietness. Nonetheless, have at you!" she exclaimed, as they both jumped up and hit each other. _We've had a bad day. We both need this. It's not like Twilight's and Spike's situation can get worse, right?_


	4. Fiery Rage

Rainbow Dash and Fluttershy collapsed side by side, exhausted by, yet still giggling at, the fun they had from their impromptu pillow fight.

"Dang, 'Shy, you're tougher than you look!" Dash laughed.

"Maybe. Or maybe, um, you're, oh I don't know, not as tough as you think you are?" Fluttershy said with a smirk, turning to face her.

"Ha ha. Very funny. You hurt my feelings. I'm not sure if I can even look you in the eyes anymore!" Rainbow declared, raising her hoof to her forehead in mock-offense and adopting a posh accent similar to Rarity's. Fluttershy rolled her eyes. Dash dropped her hoof and gave her a sincere smile. "Seriously though. Thanks for coming by and talking with me like that. It took a lot of guts to go up to a pony you thought hated yours, you know? I bet you did the same with Pinkie and Rare, right?" Fluttershy nodded. But she couldn't help but feel like she was forgetting something... "Good thing it was just the three of us there." But it wasn't just the three of them, though. There was also... _Twilight!_ Fluttershy shot off the ground and towards the door. They had fought _way_longer than she intended. Looking out through the door's window, it was night. _Horsefeathers!_ Dash went up to her, worried.

"'Shy? What's up?"

Fluttershy tried to answer, but she was too busy panicking and heaving. "-" Rainbow stuck a hoof in Fluttershy's mouth.

"Fluttershy! Use your words, slooooowly," she emphasized. She then released her hoof, and Fluttershy took deep breaths.

"It... wasn't just you, Rarity, and Pinkie," Fluttershy finally said. "I hurt Twilight and Spike too." Fluttershy looked down in shame.

"Awww, 'Shy! How could you? We're Twi's first friends in, like, forever, and Spike's just a kid! And you spend time pillow fighting instead of, oh, I don't know, helping them out?"

"I get it! I messed up! Stupid little Fluttershy can't do anything right! She's cruel, dumb, and useless! Did I miss anything?" she snapped. Dash raised her hooves in defense.

"Hey, hey, I'm sorry. You probably already got that spiel from the others." She wrapped a leg around Fluttershy. "We all make mistakes, and we can fix this. How bad can it be?" Fluttershy gave her a blank stare. Realization dawned on Dash. "I didn't really say that, did I?"

Fluttershy nodded. "And I thought 'it's not like Twilight's and Spike's situation can get worse, right?' just a while back."

Dash groaned. "When will we learn!"

Suddenly, the two of them heard a yell. "Dash! Daaaaash!" They both recognized the country twang as Applejack's.

Dash sighed. "That can't be good. C'mon, 'Shy." She lightly pushed her aside, opened the door, and flew down, Fluttershy following right behind. They gently landed before facing Applejack. "Alright, AJ, what's up?"

"Nothin' good, sorry to say. Twilight and Spike are missing!"

"WHAT?" Dash yelled. Fluttershy slunked back, guilty.

"I know, we're all worried sick! We've found some tracks and it seems like they went into the Everfree Forest!" _Everfree Forest?_ Fluttershy gulped. But her friends needed her, and it was probably her fault they were missing anyway. She'd gladly search for them.

"So ya need me to do an aerial search, right? Round up the rest of the Pegasi and send out some squads?"

Applejack nodded."Exactly! I sure am glad you're on top of things so fast, Rainbow."

Rainbow shrugged. "Missing ponies and... erm, dragons are very serious business, _especially_ when they're my friends!"

Fluttershy stepped forward. "Um, what do you want me to do?"

AJ looked at Fluttershy as if just noticing her now. She stiffened, and her voice adopted an angrier tone. "Well ya see 'Shy, considering what happened, I reckon it's not a good idea for the pony who _caused_ them to scatter to find them and just set them off again. If I were them, I wouldn't want ta see ya at the moment."

Dash got in Applejack's face. "Hey, lay off her! She made a mistake, we've all been there!"

This only caused AJ to lean in more into Dash's face to assert herself. "Well, last time I checked, she was supposed to _fix_ that mistake, not spend hours doin' who knows what up there!"

Fluttershy's guilt shot upwards. _Even Applejack's mad. She's right. I'm awful!_ Dash, however, would have none of it. "She was only up there so long because she needed to calm me down! Fluttershy and me are cool now; maybe she should have the chance to to fix her friendship with Twilight and Spike too!"

AJ shook her head. "While I agree Fluttershy has a lot of apologizing to do, and by Celestia she's going to do that or I'll hogtie her and force her to do it myself, the Everfree Forest is a dangerous place, Dash. And we can't have Twi and Spike running off at the sight of a pony they think hates them! Right now, I'm more interested in keeping _them_ alive rather than Fluttershy's friendship." Dash seemed ready to yell again, but Fluttershy stepped in.

"She's right, Rainbow. I'm the last pony they want to see. I'll stay in Ponyville; see if they come back?" Dash shimmered down, and AJ nodded.

"Glad you're seeing reason, Fluttershy. It's great that you want to fix this, but right now that may cause more harm than good." She bobbed her head at Dash. "Come on, Rainbow! We've got teams to organize and friends to save!" Applejack took off, and Dash threw one last look back at Fluttershy before following. Fluttershy sighed.

I'm sorry, girls, but this is my problem, and I need to fix this! And I have a plan!" She flew off to her house.

* * *

><p><em> Your Awful Friend, Fluttershy<em> she finished, setting the quill down. She bundled up the scroll, picked it up with her mouth, and put it in her saddlebag. This letter will fix everything; it was the cornerstone of her plan. But now that that was done, she still actually had to _find_ Twilight and Spike. Where could they be? _Think, Fluttershy, think!_ Twilight was a very sentimental pony when it came to her friends, so a betrayal must've hit her hard. And despite how long she had been gone, she and Spike obviously weren't back at Ponyville yet, as Twilight would just teleport and get them out of there as quick as possible. When things don't go to plan, Twilight would panic and despair; it's probably even worse with Spike in danger. So, sentimental, thinking of Fluttershy, despair. The pieces were forming, and suddenly, they fit. _That's it! She has to be at where we faced the Manticore!_ That was where they had really became friends, and Twilight might've subconsciously gone there once she lost track of Spike. It was a long shot, but she was ready to risk it. She _had_ to fix this. Putting on her saddlebag, she opened the windows, readied her wings, and flew as fast as she could.

* * *

><p>Fluttershy had landed at an entrance to the Everfree Forest near the spot, and as she timidly yet surely trotted nearer, she noticed something peculiar. There was little noise, eyes, or any other traces of the Everfree beasts that lurked here. While Fluttershy hated the place, she had come here a few times even before she met the others, usually when one of her animals had accidentally ran off into it, and the sheer quiet and lifelessness was just as terrifying as the usual bustle. Finally, she arrived, and while she saw who she wanted, it was not an entirely welcome sight.<p>

Twilight's mane and fur were untidy and disheveled, never a good sign. Her eyes were wonky, hurriedly looking left and right, and her voice reeked of panic. "Spiiiike! Spike! Where _are_ you! Come back!" Fluttershy was confused; Twilight was disoriented, distracted. She should've been easy pickings. why were the creatures avoiding her? Her question was answered as Twilight suddenly switched moods and shot a gigantic blast of magic at a tree, leveling it. "**ARRRRRGHH! IT'S FLUTTERSHY'S FAULT! GET BACK HERE! YOU'RE MY ASSISTANT, SO DO WHAT I SAY!**" Her eyes briefly glowed purple before subsiding. Fluttershy gulped. How was she going to play this? Her thoughts were interrupted when she heard a ruffling of leaves, and in the corner of her left eye, she thought she saw a blur of purple and green somewhere off in the distance. Fluttershy's eyes were well trained for this; while spotting a bunny was easy enough here, when an owl or black cat were lost in the Everfree, your eyes have to be peeled at all times. Still, the Everfree was full of many creatures; there's no way to be sure it was Spike. Still, she had to risk it; she seemed to be doing that a lot lately. She needed Spike to see and hear that Twilight loved him, that he was more than just an assistant to her. And if that meant sacrificing her friendship with Twilight, well, then that's what it takes. She took a deep breath and started trotting up to Twilight. _I'm sorry, Twilight_ she thought in advance.

"Well, look at this! Twilight's having another freak out! Is it that time of the week again?" Fluttershy said derisively. She instantly felt sick to her stomach. Twilight whipped her head to face Fluttershy, anger, fear, and just the slightest bit of tears in her eyes.

"You! Why won't you leave me alone! I _trusted_ you! I thought we were friends, sisters even! I thought I had finally found ponies who actually liked me, who weren't faking for once, like back at Canterlot! But-but you're just another bully!" she spat out.

_ Oh, Twilight!_ Fluttershy wanted to just stop everything and hug her with all she had, but she forced herself on. _For Twilight and Spike._ "Well, you're not the only 'friend' who's eyes I've opened! Looks like Spike took my words to heart. He knows that to you, he's nothing but a _pet_, that he's second-rate compared to the Elements of Harmony!" _Kill me. I'm a bad, bad pony. I'm sorry!_

Twilight was taken aback, her mind processing the information. "You-you caused this?" Her eyes were becoming brighter, her body stiffened.

Fluttershy forced herself to smirk. "Yup, it was me! I got Spike to fina-" she was interrupted by Twilight flinging and pinning her onto a tree. She let out a gasp of pain as her back hit the tree. Twilight teleported in front of her.

"**HOW DARE YOU! HOW DARE YOU!**" Fluttershy looked into Twilight's eyes and saw nothing but a purple shine, bursting with energy and rage. "**HOW COULD YOU SAY THAT TO HIM, YOU PATHETIC, WORTHLESS, DISGUSTING **_**MONSTER**_**!** **SPIKE WAS THERE FOR ME LONG BEFORE YOU WERE, AND HE WOULD NEVER, EVER SAY WHAT YOU HAVE SAID TO ME!**" Twilight suddenly seemed slightly calmer, looking down as if remembering days of the past, though the whirlwind of energy did not subside one bit. "When I was bullied and friendless at Canterlot, he kept me sane, with a joke or a hug. He'd tell me that I was the greatest, smartest, nicest unicorn _ever_, that they were just jealous, and that no matter what, he'd be my friend." Tears were falling out of the indigo orbs that were now Twilight's eyes. "He'd help me research, he'd force me to eat, he'd play with me, he'd be the only one besides Celestia to talk to me like a pony, not like a bookworm with jeers and insults, or like the Princess' student, with meaningless praise and small talk meant just to get them closer to the Princess and then forget about me. Spike talked to me like I was the greatest pony in the world, like there was nowhere else he'd rather be. I don't remember who I was before him, and I don't know where I'd be with out him!" Fluttershy resisted an urge to d'awww, primarily due to the magical pressure weighing her down to the tree. That was merely the calm before the storm, however, as Twilight faced Fluttershy again, the rage back.

** "BUT YOU! YOU MADE HIM FEEL LIKE NOTHING, LIKE HE WAS JUST A PET! YOU **_**LIED**_**! I LOVE HIM, AND I WANT HIM BACK, BUT THANKS TO YOU HE'S GONE AND LOST AND AFRAID AND I CAN'T HELP HIM!"** As a deranged smirk formed on Twilight's face, Fluttershy found herself wondering if she was the only Element to have a dark side. Twilight's voice lowered to a eerily calm tone. "But you? I'll make you _pay_." Fluttershy closed her eyes and readied herself. _I really hope Spike heard all that._ Luckily for her, a voice rang out.

"Twi! Stop!"

Twilight turned around, stopping her magic, causing Fluttershy to face plant onto the ground. A small "Ow" could be heard.

"Spike!" Twlight exclaimed happily at the sight of her dear dragon. The two ran to each other, enveloping the other in a tight hug.

"Did you mean all of that Twi?" Spike asked, tearing up, voice cracking.

Twilight did the same. "Every last word, my little dragon. I was so worried and I'm so, so sorry for making you feel like you were just an assistant!"

"Hey, it's okay, it wasn't your fault," he comforted, patting her neck. After a few moments, they went to check on Fluttershy, who was only now getting up. "It was _hers_." Spike growled.

At the previous display, Fluttershy had again been tempted to awwww. But she wasn't finished yet. She had one last thing to do. "I'm really glad you two are friends again. I'm very sorry. In fact, here's a letter for you about how sorry I am!" Fluttershy pulled out the scroll from her saddlebag. Spike snatched it, a look of anger on his face.

"Really? Really, Fluttershy? You made me feel like I was worthless and you broke Twilight's heart, then kicked her while she was down, and you think a _letter_ is going to make everything okay again? Well, this is what I think of your stinkin' letter!" With no futher ado, he put it up in flames. Fluttershy couldn't hold back her smile.

Twilight was puzzled. "Why are you smiling?"

"Oh, well, I'm sorry Twilight, but I lied. I lied about Spike just being an assistant, and I lied about Celestia thinking of you as just a replacement for Luna. But I knew you would still believe that second part unless I did something drastic, so I lied about the letter."

Twilight looked panicked. "What did you do!"

"I, um, wrote a letter telling her about the mean thing I did to you and how you felt like she didn't care about you."

"You **WHAT!**" Twilight started pacing back and forth in a fervor. "Now she's going to think I'm unprofessional, she's going to dump me as a student, she's going to lose respect for me, or even worse, she's going to confirm that it's all _true_!" she yelled out, her voice reaching a fever pitch. Twilight collapsed to the floor. "Why can't you leave me alone!"

Suddenly, a great rumbling shook through the forest, and a bright light appeared above them. Down from the heavens descended Princess Celestia in her righteous fury. Her eyes, her mane, her entire body all shining with a passionate anger. "**FLUTTERSHY**," her booming vice echoed as she landed. There was a deafening silence as Fluttershy gulped, Twilight covered her eyes, and Spike looked on in terrified interest. Celestia did nothing but tower over Fluttershy, her eyes drilling into her. Finally, the Princess spoke. "How dare you." It was not spoken as a question, but rather a statement. "How dare you insult my most faithful student and me with your slanderous insults. Did it give you power, Fluttershy? Was your experience with Discord secretly empowering to you? You know what they say, Fluttershy; power corrupts, and it seems like it has corrupted you most of all. I had thought you the kind to easily recognize love with a glance, but judging by what I have read, you are not. Then let me enlighten you."

Celestia closed her eyes and breathed to gather herself. "I died the day I sent Luna away. My dearest friend, the only one who truly understood me was gone. Gone because the foalish ponies of Equestria couldn't see her like I could; wondrous, kind, funny, loving. The best sister anypony could have, corrupted due to our subjects' lack of gratitude. Over the years I began to wonder what was the point of it all. Ponies came and ponies went, and I was alone. Eventually, the tiniest seed of resentment formed inside me, resentment for the subjects who were too stupid to give Luna the respect she deserved. Logically I knew it was not their fault, part of it was mine, and there were several other... outside influences. But loneliness is a dangerous thing, and a seed of resentment will eventually grow into a land of hate. I shudder at the thought of what could've happened, what I could've become were it not for a random filly at her magic test."

Celestia turned to her student and fondly smiled. "Twilight Sparkle." Twilight uncovered her eyes. "I took you in as a whim. Even now I do not know fully why. Was I intrigued by your power? Did I see a bit of Luna in you? Perhaps both, perhaps none. But you were the first mortal I allowed myself to become close to, and you were perfect, the very essence of ponykind. Always growing, coming up with ingenious solutions and thoughts, so scientific yet so optimistic for the future. As we'd read quietly, as I'd tutor you patiently, as I'd watch you get into crazy hijinks with the guards, some of which I joined in myself," Celestia chuckled, and Twilight smiled a little, remembering the days when Celestia would recruit her as her pranking wing mare."Even just watching you _grow _made me realize that for the first time in a century, I felt _alive_ again. Before you, I had no idea what I was going to do when Luna came back. I couldn't banish her again, I did not have that strength. But you, Twilight, the mare who embodied the best of ponykind, I knew you could bring her back. You were the only one who could."

Suddenly, her voice grew firmer. "But you are _not_, nor ever was, a replacement. You are Twilight Sparkle, my Most Faithful Student, the greatest book fort builder in all of Equestria, the most adorably enthusiastic bookworm, the Element of Magic, loyal, kind, honest, funny, and generous all at once, and the pony who not only brought my sister back but me as well from the brink of despair!" She punctuated with a slam of her hoof. She turned back to Fluttershy. "And if you _ever_ hurt her like that again, you will regret it, do you understand?"

Fluttershy squeaked out a "Yes".

Celestia huffed, wiping dust off herself before facing Twilight again. "Twilight, I love you, you are like a 2nd sister to me, and it would be a great delight if you and Spike could stay at the castle for a week or two so the four of us, Luna included, could catch up. We can sort out the schedule over letters anytime you like?" Twilight wordlessly nodded. "Wonderful! If we are all done here, I must return to my duties." When nopony objected she took off. "I hope Fluer and Luna has been holding off that Griffon ambassador alright while I was gone," she mumbled before disappearing in a flash of light. There was quiet.

"Wow," Spike said, wide-eyed. With the silence broken, Twilight leaped up with a renewed energy, embracing Spike.

"Did you hear that Spike? I'm like a sister to her! She does care! Yesyesyesyesyesyes!" She pranced around dragging Spike around.

"That's-great-Twi-Light," he tried to say, interrupted by her leaps. She stopped at his voice. "But what about Fluttershy?" He pointed at her, still locked in the looking up position she had the whole time Celestia was speaking.

"T-Twilight, S-Spike?"

"Yes, Fluttershy?" Twilight trotted up to her.

"Are we okay now? Are we-we friends?"

Twilight shook her head. "No. We're _sisters_, and all this was just a _really_ bad fight," she chuckled. "But you made it right, and put yourself in danger to do so. You angered not only Equestria's most powerful unicorn, but the Princess herself, all for me and Spike! I can't tell you how much that means to me."

"And me!" Spike piped up. "It was so cool and brave, Fluttershy!"

Despite all this, Fluttershy was locked in the same position. "That's good. You're my sister and brother too." Then she fainted, Twilight's yell of "Fluttershy!" being the last thing she heard before it all went black.


End file.
